Assets means a video which has been converted into augmented reality format as further described in Schedule 1.
Business Days means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Charges means any charge payable by the Customer to HoloMe as specified in the Order.
Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives, advisers or subcontractors involved in the provision or receipt of the Services (together, its Representatives) to the other party and that party’s Representatives in connection with this agreement which information is either labelled as such or should reasonably be considered as confidential because of its nature and the manner of its disclosure. Confidential Information includes the existence of this Agreement and any of its provisions.
Customer means the customer accepting the terms of this Agreement.
Customer Data means any data (including personal data) that is provided by the Customer to HoloMe as part of the Customer’s use of the Services.
Customer Personal Data means Customer Data which is personal data together with any other personal data that HoloMe processes on behalf of the Customer in the course of providing the Services.
Data Protection Laws means (i) the UK Data Protection Act 2018; (ii) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (the “GDPR”); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iv) any and all applicable national data protection laws made under or pursuant to (ii) or (iii), in each case as may be amended or superseded from time to time.
Effective Date means the date the Customer accepts the terms of this Agreement as stated on the Order.
Good Industry Practice means the provision of a service and the exercise of that degree of prudence and foresight that would reasonably and ordinarily be expected from a skilled and experienced provider of services, that are the materially same as those provided by HoloMe, seeking in good faith to comply with its contractual obligations, all legislation, applicable guidance and industry codes, policies and standards.
HoloMe means Holome Technologies Limited, Company number 10829904, whose registered office is at New Bridge Street House, 30-34 New Bridge Street, London, EC4V 6BJ, United Kingdom.
HoloMe Asset Conversion Platform means the HoloMe Asset Conversion Platform as described in Schedule 1.
Intellectual Property means patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, code, database right, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all existing and future rights capable of present assignment, applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Losses or Loss means any claim, suit, action, legal proceedings, judgment, settlements, sanction, fine, penalty, award, liability, loss, cost, injury, expense and/or damage of whatever kind or character, including reasonable professional fees incurred in connection therewith.
Maintenance Services means the general maintenance of the Platform and Hosted Services, and the application of updates and upgrades.
Order means an order form executed by the parties subject to the terms of this Agreement.
SDK means HoloMe’s Software Development Kit.
Service Levels means the service level agreement as set out in Schedule 3.
Services means the services provided to the Customer as specified in the Order which may include the HoloMe Asset Conversion Platform, the SDK, the provision of Assets and any other services provided by HoloMe in relation to this Agreement.
Sub-processor means any natural or legal person (other than employee of HoloMe) who pursuant to a contract with HoloMe receives Customer Personal Data for processing activities to be carried out in the course of providing the Services.
Support Services means support in relation to the use of, and the identification and resolution of errors in the Services.
Term means the duration the Services will be provided as specified in the Order.
Users means up to five (5) employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services.
VAT means value added tax chargeable under English law for the time being and any similar additional tax.
Clause, schedule and paragraph headings shall not affect the interpretation of this agreement. If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.
PROVISION OF THE SERVICES
Subject to the terms of this Agreement, HoloMe agrees to grant the Customer a non-exclusive, non-transferable, non-resellable right to use the Services specified in the Order during the Term solely for the Customer’s internal business operations. HoloMe may make changes to the any of the Services from time to time. The Customer acknowledges that the Services are subject to continuous deployment and the Customer may not be notified when individual deployments are made. These changes may include updates, new releases and changes to the user interface. Once incorporated, these changes form part of the Services.
Subject to the provisions of this Agreement, HoloMe undertakes that the Services shall be delivered substantially in accordance with the relevant Service Description as set out in Schedule 1, all Services shall be performed with reasonable care and skill and in accordance with Good Industry Practice provided in accordance with all applicable laws, and provided in accordance with the relevant specifications referred to in this Agreement; and insofar as reasonably practicable, free from defects in design and viruses. HoloMe does not warrant that the Services will operate in an uninterrupted or error-free manner; or will integrate to or work with all operating systems and browsers. HoloMe is not responsible for any delays, or any other loss or damage resulting from the transfer of data over communications networks and facilities, or any third party failure, including the internet or the Customer’s failure to comply with its own obligations set out in this Agreement. This Agreement shall not prevent HoloMe from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
The Customer warrants that it has not relied on any representation made by HoloMe which has not been stated expressly in this Agreement or upon any descriptions, illustrations or specifications contained in any document including any publicity material provided by HoloMe. During the Term, the Customer shall: provide HoloMe with all necessary co-operation, directions, access and information as may be required by it to perform the Services including but not limited to security access, information and configuration services; comply with all applicable laws and regulations with respect to its activities under this Agreement; and maintain the confidentiality of each login name and password allocated to the Customer and its Users and not disclose them to any third party. In the event of any delays in the Customer’s provision of such assistance or in the event that any of the identified assumptions made by HoloMe are incorrect, HoloMe may adjust any agreed timetable or delivery schedule as reasonably necessary. The Customer shall: ensure that it uses the HoloMe Asset Conversion Platform in accordance with this Agreement and shall be responsible for any User’s breach of this Agreement; and to the extent necessary, shall obtain and maintain all contracts, licences, consents, and permissions necessary for HoloMe, its contractors and agents to perform their obligations under this Agreement. The Customer shall not: attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the SDK or the HoloMe Asset Conversion Platform; attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the SDK or the HoloMe Asset Conversion Platform; access all or any part of the SDK or the HoloMe Asset Conversion Platform in order to build a product or service which competes with HoloMe’s; license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the HoloMe Asset Conversion Platform available to any third party except the Users, attempt to obtain, or assist third parties in obtaining, access to the HoloMe Asset Conversion Platform, other than as provided for in this Agreement; or either for its own benefit or the benefit of another, directly or indirectly solicit, procure, induce or entice away from HoloMe or employ or attempt to employ any person who is, or has been engaged as an employee of HoloMe.
CHARGES AND PAYMENT
The Customer agrees to pay the relevant Charges in accordance with the payment terms as set out in the Order. The Charges shall apply from the Effective Date unless otherwise specified. Each 12 months commencing one year from the Effective Date, the Charges specified in the Agreement will be adjusted by the percentage increase in RPI+1% as published by the Office of National Statistics during the 12 months prior to the date of the proposed increase. The Charges specified in the Order shall be due on the date(s) specified in the Order. If HoloMe has not received payment within 30 days of the payment due date, and without prejudice to any other rights and remedies of HoloMe: HoloMe may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the HoloMe Asset Conversion Platform and HoloMe shall be under no obligation to provide access to the HoloMe Asset Conversion Platform or any other Services while the invoice(s) concerned remain unpaid. Except as otherwise stated, all amounts and fees stated or referred to in this agreement: shall be payable in the currency specified in the Order; are, subject to any limitation of liability, non-cancellable and non-refundable; and are exclusive of VAT, which shall be added to HoloMe’s invoice(s) at the appropriate rate.
INTELLECTUAL PROPERTY RIGHTS
HoloMe shall own and retain all rights, title and interest in its own Intellectual Property including all Intellectual Property in the SDK and the HoloMe Asset Conversion Platform and any changes or improvements to the HoloMe Asset Conversion Platform (regardless of whether the Customer proposed or paid for those changes or improvements). The Customer acquires only the right to use the SDK and the HoloMe Asset Conversion Platform, but does not acquire any ownership rights in the SDK or any other rights in any Intellectual Property associated with the HoloMe Asset Conversion Platform. HoloMe warrants that all of the Intellectual Property subsisting or capable of subsisting in the SDK and the HoloMe Asset Conversion Platform (and all modifications made thereto) or any other Intellectual Property provided to the Customer as part of the HoloMe Asset Conversion Platform belongs to HoloMe. The Customer shall own and retain all rights, title and interest in its own Intellectual Property. Except where otherwise specified in this Agreement, HoloMe shall only use the Customer’s Intellectual Property for the purposes of providing the HoloMe Asset Conversion Platform, and shall not use the Customer’s Intellectual Property for any other purposes without the prior written consent of the Customer. Nothing in this Agreement affects either party’s rights in pre-existing Intellectual Property (including pre-existing Intellectual Property of either party contained in or relating to Confidential Information).
LIMITATION OF LIABILITY
Nothing in this Agreement excludes or limits: either party’s liability to the other party for any death or personal injury resulting from negligence or for any fraudulent acts or omissions or fraudulent misrepresentation by a party or its agents, officers, directors or employees, or unpaid Charges; or any liability which cannot be otherwise excluded or limited by law. The parties expressly understand and agree that neither party shall be liable for any indirect, incidental, special, consequential, or exemplary damages or any loss of profits, business, corruption of data, pure economic loss, contract, sales, revenue, goodwill, reputation, use, data or other intangible losses (even if the other party has been advised of the possibility of such damages). Subject to clause 7, each party’s liability in contract, tort (including negligence), misrepresentation or otherwise arising out of or in connection with this Agreement is limited to an amount equal to the previous 12 months Charges paid (or if 12 months has not elapsed, payable) for the period immediately prior to the breach of this Agreement in respect of which such liability first arose. Each party shall use reasonable endeavours to mitigate any Loss or damage suffered arising out of or in connection with a breach of this Agreement by the other party, including any Losses for which the relevant party is entitled to bring a claim against the other party pursuant to any indemnities in this Agreement.
HoloMe shall indemnify, keep indemnified and hold harmless the Customer from and against all Losses incurred by the Customer as a result of a claim that the HoloMe Asset Conversion Platform or the SDK infringes the Intellectual Property Rights of a third party. In relation to any claim to be indemnified under this clause, the Customer shall: (a) as soon as reasonably practicable give written notice of that matter to HoloMe, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the Losses it incurs; (b) not make any admission of liability, agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of HoloMe; (c) allow HoloMe to have the conduct of all proceedings relating to the indemnity (and cooperate with HoloMe in relation to all such proceedings) and HoloMe shall at its sole discretion decide what action if any to take in respect of such matter.
The parties shall maintain in force insurance policies with reputable insurance companies, without any unusual or excessive excess or other terms, to cover its relevant potential liabilities in connection with this Agreement (including, without limitation, public liability, professional indemnity and employer’s liability insurance) during the term of this Agreement.
The parties agree that: the Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data; the Customer is the data controller and HoloMe is the data processor when performing its obligations under this Agreement (data controller and data processor shall have the meanings defined in Data Protection Laws); both parties shall comply with all applicable requirements of the Data Protection Laws. Schedule 4 sets out the parties’ respective data protection obligations and the information required under Data Protection Laws. The Customer grants HoloMe a non-exclusive right to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required to fulfil its obligations under this Agreement. The Customer grants HoloMe the right to sub-license these rights to its hosting, connectivity and telecommunications service providers.
TERM AND TERMINATION
The Agreement will be effective for the Term. Thereafter, if not terminated, the Agreement will automatically renew for successive periods of 12 months (Renewal Periods). Either party may, not less than three (3) months before the end of the Term or any Renewal Period, terminate for convenience on written notice delivered in writing. In the event that either party alleges a material breach of the Agreement, that party shall afford the other party a reasonable opportunity to remedy the alleged material breach before exercising any termination right and in any event, either party may not give less than one (1) month’s written notice for termination for material breach of the Agreement. On termination or expiry, the Customer will cease to use all HoloMe Services. The Customer acknowledges that HoloMe will block the Customer’s access to the Services on the date of termination or expiry. Any Charges outstanding or due up to the termination date remain payable.
HoloMe shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the HoloMe or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified within a reasonable period of time of such an event and its expected duration.
Each party shall keep the other party’s Confidential Information confidential and shall not: use, disclose or distribute such Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement (Permitted Purpose); or disclose any Confidential Information in whole or in part to any third party, except as expressly permitted under this Agreement. This clause shall not apply to any Confidential Information that: is or becomes generally freely available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause); was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or is developed by or for the receiving party independently of the information disclosed by the disclosing party. A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that: it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of the other party in relation to the content of such disclosure. A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this agreement are granted to the other party, or to be implied from this agreement. Each party shall not without the prior written consent of the other party disclose the existence of any terms of this Agreement including the charges associated with the Agreement. The provisions of this clause shall continue to apply after termination of this agreement.
The Customer and HoloMe (collectively the Disputing Parties) will attempt to promptly resolve any dispute or controversy arising out of or relating to the formation, performance or termination of this Agreement. If the Disputing Parties are unable to reach a settlement amicably, such dispute shall be settled as provided for in this Agreement. If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (Dispute) then the Disputing Parties shall follow the procedure set out in this clause: either of the Disputing Parties shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents; and if on service of the Dispute Notice, HoloMe’s nominated account manager and Customer’s nominated representative are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the senior director, account management of HoloMe and the executive sponsor of the Customer (together, the Senior Management), who together shall attempt in good faith to resolve the Dispute; and only if the Dispute cannot be resolved by Senior Management within a further period of 30 days may the parties seek any other remedies available to them.
The Customer shall name HoloMe in all marketing or promotional materials relating to the Services. The Customer agrees to permit HoloMe to reference the Customer and reproduce any of its logos on HoloMe’s website, social media and any other location as required. The Customer agrees to HoloMe releasing a press release in relation to this Agreement, subject to the contents of such press release being approved by the Customer (such approval not to be unreasonably withheld).
HoloMe may subcontract any of its obligations under this Agreement. HoloMe shall remain responsible to the Customer for the performance of any subcontracted obligations.
Notices. Any notice required to be given under this agreement shall be in writing and shall be delivered by email to firstname.lastname@example.org Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under any Agreement. Severance. If any term (or part of a term) of an Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect. Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that: in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement; and it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. Counterparts. The Parties may execute this Agreement in counterparts, including PDF, and other electronic copies, which taken together shall constitute one instrument. No partnership or agency. No Agreement creates any agency, partnership or joint venture between the Parties. Change of control. Neither party may terminate the Agreement in the event the other party experiences a change of control (for example, through a share purchase or sale, merger, or other form of corporate transaction). Survival. Those provisions that by their nature should survive termination of an Agreement, shall survive termination of such Agreement. Third party rights. No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 applicable in the UK by a party who is not a party to this Agreement. Assignment. The Customer will not transfer, grant a security interest in or otherwise assign any of its rights or obligations under this Agreement, in whole or in part, without obtaining the prior written consent of the HoloMe. HoloMe may transfer, grant a security interest in or otherwise assign any of its rights or obligations under this Agreement, in whole or in part, without obtaining the prior written consent of the Customer. Cooperation. From time to time, HoloMe may collect information or request feedback from the Customer regarding the performance of the Services. The Customer agrees to provide HoloMe with such Performance Data as defined in Schedule 4. Governing law and jurisdiction. This Agreement shall be governed and construed in accordance with the laws of England and Wales and each party hereby submits to the exclusive jurisdiction of the Courts of England and Wales. By using the HoloMe Asset Conversion Platform, and accepting receipt of the Services, the Customer accepts HoloMe’s offer to enter into a binding contract on the terms set out in the Agreement. Customer represents: (a) that it has full power and authority to enter into the Agreement; and (b) the Agreement is the valid and binding obligation of Customer, enforceable in accordance with its terms.
Schedule 1 – SERVICE DESCRIPTION
Service level options
HoloMe offers three different options to its Customers in terms of its Services: Entry, Intermediate and Pro. The Customer’s chosen option will be specified in the Order.
Platform purpose and objectives
The HoloMe Asset Conversion Platform is a web-based platform that allows customers to upload and convert videos of live subjects shot on either green or blue screen backgrounds, so they can be deployed into a mobile app environment, for use in an Augmented Reality experience.
The HoloMe Asset Conversion Platform has the following key objectives:
Accounts Access & Functions
There are three different user types available via the HoloMe Asset Conversion Platform outlined below. These Users have the ability to access and perform functions in the platform via a secure login.
Super Admin (HoloMe)
The main purpose of the HoloMe Asset Conversion Platform is to allow Users to upload, edit, submit for processing and download the final Asset to use within their (the customer) own platform. This is the process that Users will take to convert an Asset:
The original video file, and Asset will be available for 7 days, albeit configurable via the Admin CMS, after which they will be permanently deleted from the system.
A CSV will be available for HoloMe to export containing each Asset with the following attributes:
Prior to exporting, HoloMe will be able to filter by Date Range and Customer.
The HoloMe Asset Conversion Platform is designed purely for Desktop use only. It will be made available via a mobile web browser but HoloMe does not currently support any of the functionality or User experience for mobile or tablet environments.
HoloMe will create all Customer accounts
Customer Admin Users will be provided with an onboarding process to ensure they are familiar with the platform and how to use all features. It is the responsibility of the Customer to ensure all registered Users under their agreement are subsequently trained. HoloMe provide a Support Desk as best practice where all registered Users can request help via a web form. Charges for training are stated in the Order.
HoloMe ensures the HoloMe Asset Conversion Platform meets a high standard of security. Please refer to the Technical Specification documents for full details of the security requirements. Documents are made available upon request via the Support Pages.
Testing and Quality Assurance
The following tests and QA processes will be applied by HoloMe:
The HoloMe Asset Conversion Platform supports the latest three versions of all modern browsers (IE 11+ to Edge, Chrome, Firefox and Safari ) and is currently tested on desktop only, not mobile devices. An alert/User warning for Users of older and unsupported browsers will display prompting them to update their browsers for the best experience of the HoloMe Asset Conversion Platform
Domains, Hosting & SSLs
The HoloMe Asset Conversion Platform is hosted via Amazon Web Services (AWS) https://www.holo.me/one
SDK (software development kit)
HoloMe’s SDK supports the following core programming languages:
Each SDK conforms to an interface specification that makes the SDKs feel similar across each supported language. This includes the following characteristics:
Even though the SDKs provide similar features across our supported platforms, it is understood that these platforms are different and have different conventions and features, according to language appropriate design.
HoloMe uses a number of third party technologies to support its services, as listed:
The SDK will enable the following functions:
Schedule 2 – SUPPORT & MAINTENANCE
HoloMe may provide Maintenance Services on an adhoc basis and without notice.
HoloMe shall where practicable give to the customer written notice of scheduled Maintenance Services that are likely to affect the availability of the Services or are likely to have a material negative impact on the Services.
HoloMe shall provide Maintenance Services in accordance with Good Industry Practice.
Updates will contain change logs identifying new features.
HoloMe will only support the current version of the SDK.
HoloMe follows a standard testing practice before any deployment, and may employ external independent testing services to ratify test logs and requirements.
HoloMe supports bug tracking via an online web form made available to its Customers.
HoloMe shall provide Support Services to the customer during the Term.
HoloMe shall make available to the customer Support Services in accordance with the provisions of these Service Standards.
The customer may use the Support Services for the purposes of requesting and, where applicable, receiving the Support Services; and the customer must not use the Support Service for any other purpose.
HoloMe shall respond promptly to all requests for Support Services made by the customer via email@example.com
HoloMe may suspend the provision of the Support Services if any amount due to be paid by the customer to HoloMe under these Service Standards is overdue.
Schedule 3 – SERVICE LEVEL AGREEMENT
HoloMe will use commercially reasonable efforts to make HoloMe Asset Conversion Platform available with an Availability of at least 99%.
The following definitions shall apply for the purposes of this Schedule 1:
The Availability set out at clause 1.1 of this Schedule 3 does not apply to any unavailability, suspension or termination of the HoloMe Asset Conversion Platform, or any other performance issues:
Schedule 4 – DATA PROTECTION
LAWFUL BASIS FOR PROCESSING
The Customer will ensure that it and any other data controllers of the Customer Personal Data:
PROCESSING ON CUSTOMER’S INSTRUCTIONS
When processing Customer Personal Data in connection with the performance of HoloMe’s obligations under this Agreement, HoloMe will act only in accordance with the lawful and documented instructions of the Customer as set out in this Agreement or as provided in writing by the Customer from time to time (subject to HoloMe’s right to charge additional sums at its then-current rates should the scope of the agreed Services be exceeded), unless HoloMe is required by law to process the Customer Personal Data. Where HoloMe is relying on applicable law as the basis for processing Customer Personal Data, HoloMe shall notify the Customer before performing the processing required by law unless such laws prohibit HoloMe from notifying the Customer.
The Customer hereby instructs HoloMe to process the Customer Personal Data:
The Customer acknowledges that HoloMe processes the Customer Data on the Customer’s instructions. Consequently, HoloMe shall not be liable for any claim brought by a data subject arising from any action or omission by HoloMe, to the extent that such action or omission resulted directly from the Customer’s instructions.
The Customer acknowledges that the HoloMe Asset Conversion Platform supports secure transmission of data. To the extent that the Customer chooses to transfer data to or from HoloMe by an insecure method or instructs HoloMe to transmit data to or receive data from third parties who do not support secure transmission of data, the Customer accepts the risks related to such transmission.
Annex 1 sets out the nature and purpose of the processing, the types of Customer Personal Data HoloMe processes and the categories of data subjects whose personal data are processed.
HoloMe shall notify the Customer if it considers that an instruction from the Customer is in breach of Data Protection Laws, and HoloMe shall be entitled but not obliged to suspend execution of the instructions concerned, until the Customer confirms such instructions in writing.
In relation to any Customer Personal Data processed in connection with the performance of its obligations under this Agreement, HoloMe shall:
HoloMe will not generally charge for responding to the Customer’s written requests (as set out above in this paragraph), but reserves the right, at its sole discretion, to charge reasonable fees based on the administrative costs of providing such assistance, if provision of such assistance requires excessive resources or occurs at an excessive frequency.
SUB-PROCESSORS AND DATA TRANSFERS
The Customer agrees that HoloMe may transfer the Customer Personal Data or give access to Customer Personal Data to third party suppliers as Sub-processors for the purpose of providing the Services, provided that HoloMe complies with the provisions of this Agreement.
HoloMe shall ensure that it enters into written agreements with its Sub-processors which incorporate terms which are materially equivalent to those in paragraph 3 and as are required by applicable Data Protection Laws.
HoloMe shall remain responsible for its Sub-processor’s compliance with the obligations of this Schedule.
A list of Sub-Processors approved as at the date of this Agreement is as follows: Amazon Web Services; Apple iTunes; Google Play; Gmail (Google); Google Analytics; JBiDesign; TEN10 Engineering; Axmor; and 8th Wall. This list may be updated from time to time.
HoloMe can at any time appoint a new Sub-processor. The Customer may legitimately object to the appointment of a new Sub-processor within (10) Business Days . Legitimate objections must contain reasonable and documented grounds relating to a Sub-processor’s non-compliance with applicable Data Protection Laws. If, in HoloMe’s reasonable opinion, such objections are legitimate, HoloMe shall refrain from using such Sub-processor to process Customer Personal Data. In such cases, HoloMe may use commercially reasonable efforts to make available to the Customer a change in the Services to avoid the processing of Customer Personal Data by the objected-to Sub-processor.
The Customer hereby agrees that HoloMe may transfer the Customer Personal Data outside the EEA or to Sub-processors outside the EEA where HoloMe participates in a cross-border transfer mechanism which is valid under the Data Protection Laws and after providing the Customer with sufficient notice (as set out in this paragraph 4). Valid cross-border transfer mechanisms include:
In the event of any conflict or inconsistency between the provisions of the Agreement and this Schedule, the provisions of these terms shall prevail. Save as specifically modified and amended in these terms, all of the terms, provisions and requirements contained in the Agreement shall remain in full force and effect and govern these terms.
HoloMe shall be entitled to retain and process Performance Data for internal business purposes such as improving its Services, benchmarking, trend evaluation, industry wide analytics, analysis of potential fraudulent Customer activity and for developing and commercially exploiting products and services offered to third parties that incorporate Performance Data. In all such cases Performance Data will only be shared with third parties in a form that does not enable the third party to identify data subjects. The Customer hereby authorises and irrevocably licenses HoloMe to use Performance Data for the purposes specified above, subject always to the Performance Data being supplied to third parties on an anonymised and aggregated basis.
ANNEX 1 TO SCHEDULE 4: DATA PROTECTION
This summary sets out details of the processing of Customer Personal Data under the Agreement.
Subject matter and duration of the processing
The Customer Personal Data shall be provided to HoloMe by the Customer and processed in accordance with the Customer’s instructions in order to allow HoloMe to provide the Services.
The processing shall take place for Term, unless otherwise directed by the Customer.
HoloMe shall retain User Customer Data for 90 days from the date the Services are completed in respect of such data, except where otherwise agreed with the Customer.
Nature and purpose of the processing
HoloMe will process personal data of the Customer’s staff in order to:
HoloMe will process personal data of the Customer’s end users in order to:
Categories of Data Subjects
The Customer Personal Data processed relates to the following categories of Data Subjects:
Types of Personal Data
The Customer Personal Data is provided to HoloMe by the Customer. There may be variations in the data provided to HoloMe by a specific Customer, but typically the following categories of data are processed:
Customer Staff Personal Data
Customer’s User Personal Data
The Customer acknowledges that it has control over the content of the Customer Data which it shares with HoloMe.
The Customer shall not knowingly provide Special Categories of data, nor Children’s Data.